N.Y. Business Corporation Law § 1312: Actions or special proceedings by unauthorized foreign corporations

§ 1312. Actions or special proceedings by unauthorized foreign

corporations.

(a) A foreign corporation doing business in this state without

authority shall not maintain any action or special proceeding in this

state unless and until such corporation has been authorized to do

business in this state and it has paid to the state all fees and taxes

imposed under the tax law or any related statute, as defined in section

eighteen hundred of such law, as well as penalties and interest charges

related thereto, accrued against the corporation. This prohibition shall

apply to any successor in interest of such foreign corporation.

(b) The failure of a foreign corporation to obtain authority to do

business in this state shall not impair the validity of any contract or

act of the foreign corporation or the right of any other party to the

contract to maintain any action or special proceeding thereon, and shall

not prevent the foreign corporation from defending any action or special

proceeding in this state.